National Bank Holdings Corporation · NYSE:NBHC
National Bank — Debt Investor Presentation (February 2026)
38 slides from National Bank's debt investor presentation, February 2026
Slide 1: Subordinated Debt Investor Presentation
National Bank Holdings Corporation Subordinated Debt Investor Presentation February 2026
Slide 2: Legal Disclaimers
Legal Disclaimers Confidentiality Deposit Insurance Corporation; claims or legal action brought against us by third parties or government agencies; the loss of our executive officers and key personnel; changes to federal, state and local laws and regulations along with executive orders applicable to
Slide 3: Overview of the Proposed Subordinated Notes Offering
Overview of the Proposed Subordinated Notes Offering Issuer: National Bank Holdings Corporation (NYSE: NBHC) Security Offered: Fixed-to-Floating Rate Subordinated Notes due 2036 Rating(1): Baa2 by Moody’s (Outlook Negative) Aggregate Principal Amount: $100 Million Format: SEC registered Term: 10 Yea
Slide 4: Overview of National Bank Holdings Corporation
Overview of National Bank Holdings Corporation NBHC Standalone Corporate Summary as of February 2026 Positioned in Attractive Markets Q3’25 Performance Ticker NBHC (NYSE) 1.60% Headquarters Denver, Colorado Adj. ROATA(2,3) Year Founded 2009 Banking Centers(1) 103 14.2% ROATCE(3) Colorado, Texas, Gre
Slide 5: A Long History of Disciplined Growth
A Long History of Disciplined Growth Six bank M&A transactions since 2015 with a 10.8% CAGR over 10 years 2025 One non-bank M&A transaction in 2023 2023 NBHC announces 2022 NBHC acquires the acquisition of NBHC acquires 2009 Formation of NBH Bank 2019 (Total assets ~$2.5Bn) 2010 2011 Closed 1/7/2026
Slide 6: Key Company Brands and Go-to-Market Strategy
Key Company Brands and Go-to-Market Strategy Diversified financial holding company with comprehensive and innovative solutions for individuals and businesses Commercial and Community Banking Platform Trust & Wealth Management Embedded Finance Operated efficiently with one core system, under a single
Slide 7: Experienced Management Team
Experienced Management Team Tim Laney Chairman & Chief Executive Officer 44 years in banking Aldis Birkans John Steinmetz President Executive Vice Chair & Managing Director 27 years in financial industry of Strategic Initiatives of NBH Bank 23 years in banking Richard Newfield Angela Petrucci Chief
Slide 8: Key Investor Highlights
Key Investor Highlights Recent Recognitions Disciplined credit culture and a conservative approach to underwriting drive strong historical credit performance Thoughtful approach to capital management maintains a strong balance sheet with flexibility to be opportunistic in M&A Attractive low-cost dep
Slide 9: Vista Adds to Track Record of Thoughtful and Accretive M&A
Vista Adds to Track Record of Thoughtful and Accretive M&A Pro Forma Financial Highlights(2) Closing January 7, 2026 Date Robust Pro Forma(2) $12.6Bn $9.3Bn $10.7Bn Assets Loans Deposits Capital Ratios Transaction $377.4mm Deal Value (1) Pricing Price / TBVPS: 1.52x Pro Forma Banking Center Footprin
Slide 10: A Top Quartile Performer
A Top Quartile Performer Financial data as of September 30, 2025 Indicates Peer Top Quartile Above Peer Median KRX Constituents Bottom Top Q3 Quartile Median Quartile Actual ROAA 1.2% 1.3% 1.4% 1.4% Top Quartile ROATCE(1) 12.4% 14.0% 16.0% 14.2% & Diversifed Profitability Net Interest Margin FTE 3.3
Slide 11: Financial Performance
Financial Performance All financial metrics reflect NBHC on a standalone basis, unless otherwise noted
Slide 12: Q3 2025 Financial Highlights
Q3 2025 Financial Highlights ▪ Announced the definitive agreement and plan of merger with Vista Bancshares, Inc. (“Vista”) Net Income with an approximate aggregate transaction value of $377.4 million(1). Vista operates in Dallas- $35.3 million / $36.6 million adjusted (3)(4) Ft. Worth, Austin, and L
Slide 13: Consistent Profitability and Steady Growth
Consistent Profitability and Steady Growth Year-to-date financial data through September 30, 2025 Net Income Pre-Provision Net Revenue FTE(1) EPS (Fully Diluted) ($ in millions) $142.0 ($ in millions) ($ in per share) $190.0 $3.72 Non-Adjusted Non-Adjusted Non-Adjusted $123.9 Adjusted Adjusted $165.
Slide 14: Diversified Sources of Fee Income and Disciplined Expense Management
Diversified Sources of Fee Income and Disciplined Expense Management Fee Income Contribution (YTD 3Q’25) Non-Interest Expense ($ in millions) Salaries and benefits Occupancy & Equipment Data Processing Professional fees FDIC deposit insurance Other Expense $254.6 $242.0 $211.2 $192.2 146.2 137.7 Eff
Slide 15: Consistent Net Interest Margin Through Rate Cycles
Consistent Net Interest Margin Through Rate Cycles Net Interest Income FTE ($ in millions) Highlights ▪ Net interest margin (FTE) widened 11 basis points to a strong 3.98% in 3Q25 over the same period prior year, driven by disciplined loan and deposit pricing. ▪ Cost of funds improved 26 basis point
Slide 16: Historical Balance Sheet Growth
Historical Balance Sheet Growth Total Assets Total Loans Tangible Common Equity(4) ($ in billions) ($ in billions) ($ in millions) (3) (1) (1) Includes $2.3 billion of total assets added through the Rock Canyon Bank and Bank of Jackson Hole acquisitions in 2022. (2) Pro forma for Vista; Amounts base
Slide 17: Prudent Stewards of Capital
Prudent Stewards of Capital Tangible Common Equity / Tangible Assets(1) Leverage Ratio ▪ Over $600 million of excess Well-Capitalized Regulatory Threshold capital above 6.5% common equity tier 1 risk-based regulatory requirement at 3Q25 5.0% ▪ Executed $8.8 million of share repurchases in 3Q25; $37.
Slide 18: Credit
EE National Bank Holdings ‘CORPORATION
Slide 19: Uniquely Diversified $7.4 Billion Loan Portfolio
Uniquely Diversified $7.4 Billion Loan Portfolio Concentrations 7% Granular and Well-Diversified Loan Portfolio C&I 45% Non-owner 15% 4% occupied and Owner- 2% CRE ▪ Self-imposed concentration limits ensure a granular and diverse loan portfolio occupied 1% 2%2% 22% CRE 1% 1% and protect against down
Slide 20: Granular Commercial Real Estate Portfolio
Granular Commercial Real Estate Portfolio Financial data as of September 30, 2025 Non-owner occupied CRE(1) Non-owner occupied CRE Portfolio Characteristics $1.6Bn as of September 30, 2025 ▪ Total non-owner-occupied CRE to total risk-based capital ratio at a low 132% at Q325, reflecting a well-balan
Slide 21: Strong Credit Quality History
Strong Credit Quality History Non-performing Loans Non-performing Asset Composition ($ in millions) 0.47% 0.42% 0.01% 0.37% 0.46% 0.36% 0.23% 0.05% 0.05% 0.37% 0.01% 0.28% 0.03% 0.08% 0.05% 0.41% 0.06% 0.34% $36 0.28% $28 $27 0.17% $17 YE 2022 YE 2023 YE 2024 Q3 2025 YE 2022 YE 2023 YE 2024 Q3 2025
Slide 22: Credit Loss Protection
Credit Loss Protection Total Loan Loss Coverage ACL/Total Loans Loan Marks/Total Loans Including Loan Marks 1.19% 0.24%(1) 1.43%(1) $18.1 $106.4 $88.3 ACL Loan Marks TOTAL 9/30/2025 9/30/2025 9/30/2025 All dollars in millions (1) Represents a non-GAAP financial measure. Calculated to include loan ma
Slide 23: Balance Sheet
Balance Sheet
Slide 24: Solid Loan Growth
Solid Loan Growth Total Loan Fundings(1) Quarterly Loan Fundings Loan Composition as of 9/30/2025 ($ in billions) ($ in millions) ($7.4 Billion) $2.0 $480.0 Owner- Occupied $421.2 CRE $1.5 $1.5 $1.5 $1.5 $359.3 16% $322.7 $1.2 $1.2 $255.7 C&I Non-Owner 45% Occupied CRE 22% Resi Mortgage & Consumer F
Slide 25: Low Cost Transaction Deposits
Low Cost Transaction Deposits Low Cost Transaction Accounts Deposit Composition Average Transaction Deposits Average Time Deposits Demand & NOW Savings & MM CDs < $250k CDs >= $250k Total ($ in billions) $7.3 $7.9 $8.2 $8.2 $8.5 $7.0 $7.1 100% 3% 4% 3% 4% 9% 8% 9% 10% $5.9 37% 41% 44% 45% 50% 87% 88
Slide 26: Relationship-Focused Deposit Base: $8.5 Billion
Relationship-Focused Deposit Base: $8.5 Billion $8.5 Billion Deposit4%Portfolio Composition 3% ▪ Approximately 77% FDIC insured ▪ Granular deposit base: Time Deposits - Average deposit balance on full relationship basis Interest bearing DDA 14% just $58 thousand 14% - Average deposit balance per acc
Slide 27: Disciplined Capital Return Framework
Disciplined Capital Return Framework CET1 Capital Ratio Trends Total Capital Returned to Stockholders 29% ($ in millions) $60.3 21% 14.7% 16% 29% $42.9 $39.6 13.2% 13.1% $27.6 11.9% 10.5% Tangible Book Value Per Share (1) 6.5% - Well-Capitalized Regulatory Threshold $27.45 $25.28 $22.77 $20.63 YE 20
Slide 28: Robust Liquidity Profile
Robust Liquidity Profile Highly Liquid Securities Portfolio Key Highlights $1.7 Billion(1) ▪ 77% of client deposits are protected with 65% insured Cash 27.8% U.S. Agency ▪ No Fed Funds or FHLB borrowings Mortgage/ Sponsored ▪ Investment portfolio Debt ▪ Readily available/secured wholesale capacity ~
Slide 29: Illustrative Double Leverage and Interest Coverage
Illustrative Double Leverage and Interest Coverage Double Leverage Ratio Actual Pro Forma Pro Forma for Vista (1) As of the Year Ended: Period Ended for Vista Debt Offering $100M Debt Raise ($ in millions) 12/31/2023 12/31/2024 9/30/2025 9/30/2025 Adjustments 9/30/2025 Bank-Level Equity(2) $1,127 $1
Slide 30: Illustrative Pro Forma Capital Ratios
Illustrative Pro Forma Capital Ratios As of September 30, 2025 NBHC Standalone Pro Forma for Vista(1) Pro Forma for Vista + Offering(2) (3) Source: S&P Global Market Intelligence. (1) Pro forma for Vista; Amounts based on September 30, 2025 and include purchase accounting adjustments. (2) Pro forma
Slide 31: Appendix
Bm National Bank | Appendix
Slide 32: Reconciliation of Measures Pro Forma for Vista Acquisition
Reconciliation of Measures Pro Forma for Vista Acquisition Consolidated Pro Forma Condensed Balance Sheet Reconciliation of Non-GAAP Measures September 30, 2025 September 30, 2025 Dollars in Millions ($M) National Bank Dollars in Millions ($M) National Bank (1) (2) Holdings Vista Pro Forma (1) (2) P
Slide 33: Reconciliation of Non-GAAP Measures
Reconciliation of Non-GAAP Measures ($ in millions, except per share) As of and for the three months As of and for the nine months ended ended As of and for the years ended Return on Average Tangible Assets and Return on Average Tangible Equity 30-Sep-25 30-Sep-25 31-Dec-24 31-Dec-23 31-Dec-22 Net i
Slide 34: Reconciliation of Non-GAAP Measures (Continued)
Reconciliation of Non-GAAP Measures (Continued) ($ in millions, except per share) As of and for the three As of and for the nine months ended months ended As of and for the years ended Efficiency Ratio and Pre-Provision Net Revenue 30-Sep-25 30-Sep-25 31-Dec-24 31-Dec-23 31-Dec-22 Net interest incom
Slide 35: Reconciliation of Non-GAAP Measures (Continued)
Reconciliation of Non-GAAP Measures (Continued) ($ in millions, except per share) As of and for the nine months ended As of and for the years ended Tangible Common Book Value Ratios 30-Sep-25 31-Dec-24 31-Dec-23 31-Dec-22 Total shareholders' equity $ 1,374.9 $ 1,305.1 $ 1,212.8 $ 1,092.2 Less: goodw
Slide 36: Reconciliation of Non-GAAP Measures (Continued)
Reconciliation of Non-GAAP Measures (Continued) ($ in millions, except per share) As of and for the As of and for the As of and for the As of and for the As of and for the As of and for the three months ended nine months ended three months ended three months ended three months ended three months end
Slide 37: NBHC Board of Directors
NBHC Board of Directors Independent Board Members (9) Non-independent Board Members (1) G. Timothy Laney Ralph W. Clermont Robert E. Dean Alka Gupta Chairman & CEO Lead Independent Former Co-Chair of Former Director of Director Since 2010 Director; Former Financial Intuitions Money Gram Managing Par
Slide 38: Thank you.
BE National Bank Holdings CORPORATION” Thank you.
National Bank Holdings — Debt Investor Presentation (February 2026) on 6ix